H B A G E N C Y

Terms & Conditions of Service This document is the agreement that sets forth the terms between you (hereinafter "Publisher") and ICardoo Digital marketing s.r.l based in Sassari, Via Ciasca 12. VAT. 02756180903 (hereinafter ICDM). By accessing and using the Service, you agree to comply with and be bound by this Agreement unless otherwise specified in a separate document signed by both parties. Do not use the services if you disagree with any of the terms and conditions.

ART 1 - SERVICE
ICDM's services allow the Publisher to publish advertisements sold by ICDM to third parties (Advertisers) on websites they own or manage. The Publisher accepts that ICDM may publish ICDM or third-party advertisements on its website(s) in the form of banners and/or text links and/or pop-ups and/or videos. ICDM shall pay the Publisher a share of the Net Revenue defined as “Net Revenue Share” as agreed between ICDM and the Publisher at the time of subscription. Net Revenue shall be equal to the amounts received by ICDM from third parties for the placement of advertisement on the Publisher website(s), less any applicable fees/commissions (including but not limited to banking costs, ad networks’ payout, rich media fees, refunds, discounts) and any ICDM’s direct campaign fees. Payments and fees are discussed in Section 4. The Publisher declares to accept to include an ICDM tag on its website(s) to track traffic performance. The Publisher also undertakes to comply with the instructions and guidelines that ICDM provides to ensure a correct publication, distribution, and control of the advertisements and to follow the advertisements formats provided by ICDM. In the event of the appearance of ICDM or third-party advertisements on its website(s), the Publisher undertakes to display the advertisements procured by ICDM in a correct, legible manner and to not create any confusion with other advertisements and elements displayed on the page. The Publisher undertakes to communicate any information relating to the aforementioned advertisements exclusively to ICDM.
The Publisher can activate the service using its SSPs (Supply-Side Platform) by paying a monthly fee to ICDM. The fee amount depends on the number of impressions. In this case, the Publisher acknowledges that he exclusively manages the relationship with the third-party suppliers and the configuration made through their platforms. ICDM cannot be considered liable for any damage due to misconfigurations made by the Publisher. By using this service, you affirm that you are 18 years or older. You acknowledge that you are the website(s) owner or you are authorized to enter into this agreement with ICDB by the website(s) owner(s).

ART 2 - PUBLISHER SITE(S)
The Publisher is solely responsible for its website(s), the content and materials published thereon, as well as for its maintenance and implementation. ICDM cannot be held responsible for any issues related to the Publisher's website(s).
The Publisher shall ensure that the materials posted at Publisher's website(s) do not violate or infringe upon the rights of any third party or is libelous or otherwise illegal - including but not limited to (1) child pornography, (2) violent and/or racist content (3) content that may violate the reputation of third parties.

ART 3 - PUBLISHER'S LIABILITY
The Publisher undertakes to not generate, directly or indirectly, searches, impressions, and/or clicks on advertisements published on the Publisher's website(s) and provided by ICDM through automated, deceptive, or otherwise fraudulent means. Such means may include but are not limited to (1) repeated manual clicks (2) robots (3) tools that enable the automatic generation of searches (4) tools that encourage users to click in advertisements such as the inclusion of scripts within iframes, pop-ups, pop-unders, overlays, unauthorized interstitials or unmanaged by the AdServer technology owned by ICDM.
The Publisher undertakes: - to not edit, modify, filter, or change the order of the information contained in any advertisement; - to not frame, minimize, or otherwise limit the complete display of any Web page containing advertisements; - to not direct users to a site other than the advertiser's page or search results page; - to not interpose any content between the advertisement and the advertiser's page; - to not interpose any content between the page containing the search field and the search results page; - to not display any advertisement on any page that contains child pornography, violent, illegal content, or messages that incite hatred and violence; - to not display pages that contain only advertisements without editorial content.
The Publisher declares and warrants that all information provided for subscribing to the service is correct and truthful and that he is the actual owner and/or us authorized to enter this agreement with ICDB by the website(s) owner(s).
The Publisher undertakes to comply with the conditions set forth herein. ICDM reserves the right to interrupt the service immediately at its sole discretion if it believes that the Publisher carries out activities in violation of the obligations set out in these general conditions. To this end, the Publisher acknowledges that he is solely responsible for the activities carried out by him or directly or indirectly referable to him. Consequently, ICDM cannot be held responsible for any activities carried out by the Publisher.

ART 4 - FEES AND PAYMENTS
ICDM shall pay the Publisher a fee corresponding to a percentage of the revenues (minus any applicable fees) received by ICDM from third parties for the placement of advertisement on the Publisher website(s). In this regard, the Publisher is informed that since the selling process involves an auction mechanism, it is not possible to predetermine the fees due to the Publisher. The accrued fees will be expressed in Euros and visible daily from the Publisher's account area in the ICDM Portal. However, since auctions can be held in currencies other than Euro, the Publisher is informed that the displayed amounts may vary due to the exchange rates variation. The fees due to the Publisher will be quantified based on the exchange rate prevailing on the 10th day of the month following the reference month.
Unless otherwise agreed, ICDM will pay the fees to the Publisher by bank transfer (or any other agreed digital payment platform like Wise or PayPal) within 30 days after the end of each calendar month from the invoice date.
A minimum amount of Euro 80.00 (eighty euro) is required to issue an invoice. If the payment amount for a given month is lower than Euro 80.00, it will get accrued and be paid once the minimum billing threshold is reached. The payment can be accrued within 24 consecutive months after the last invoice. Older than 24 months' accrued amounts cannot be added to a current invoice. These Terms will continue to apply to you until terminated by either you or ICDM. ICDM may terminate these Terms (including any additional terms and conditions incorporated herein) or suspend your access to the Service at any time if we believe you have breached any of these Terms or if necessary to comply with applicable law. If the Publisher or ICDM terminates these Terms, or if ICDM suspends your access to the Service, you agree that ICDM shall, subject to applicable laws, have no liability or responsibility to you.
The Publisher may terminate these Terms at any time. If the Publisher provides notice of termination and has not ceased use of ICDM's Services after the effective date of termination, ICDM may, in its sole discretion, continue providing the services to the Publisher and act under the terms of this Agreement. In the event of termination of the contract, ICDM will pay any credits, as long as they exceed Euro 80.00 (eighty/00), to the Publisher within 90 days from the end of the contract. ICDM reserves the right to make payments only after it has collected the corresponding amounts from the Advertisers. Publisher agrees that only the ICDM detection systems are valid to quantify the fees due. Impressions or clicks generated through the use of robots, automatic software, or similar tools will not be considered valid. Some examples of such invalid clicks or impressions are those (i) originated from IP addresses or computers under the control of the Publisher or (ii) acquired for money, thus misrepresenting users' clicks. The impressions used to determine the amount ICDM must pay to the Publisher will be counted exclusively by ICDM, using its technology. It will be performed in good faith and with its contractual obligations in mind.

ART 5 - SUSPENSION OF PAYMENTS
ICDM may suspend payments to the Publisher at any time if we believe you have breached any of these Terms or any other existing contracts between the Parties. The payment will be suspended till the dispute has been defined and resolved.

ART 6 - COMPENSATION
Any sums of which the Publisher, for whatever reason, is indebted to ICDM are subject to compensation upon payment. If the damage is greater than the due amount, ICDM may ask for the payment of the difference. Offsetting takes place based on the rules provided for by Article 1243 of the Italian Civil Code.

ART 7 - TRANSFER TO THIRD PARTIES
This contract, including the rights under it, may not be assigned or transferred by the Publisher without the prior written consent of ICDM. ICDM cannot be required to transmit hereunder for the benefit of any Publisher other than the one named on the face of this contract. If the Publisher transfers this contract or in the event of subcontracting without explicit consent by ICDM, ICDM may consider terminating the Contract according to the Art. 1456 of the Italian Civil Code. If the subcontracting or the transfer is authorized by ICDM, the Publisher retains full responsibility towards ICDM for the execution of the contractual terms. The Publisher undertakes its responsibility for all the activities of the transferee and/or subcontractor.

ART 8 - CONFIDENTIALITY
“Confidential Information” means any information disclosed by either party to the other party under this Agreement, either directly or indirectly, in writing, orally, or by inspection of tangible objects (including, without limitation, documents, Personal Information, software, facilities, equipment, and operating plans). Confidential Information may also include information disclosed to a disclosing party by third parties. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already rightfully in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party's files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party's obligations of confidentiality; (v) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, as shown by documents and other competent evidence in the receiving party's possession; or (vi) is required by law to be disclosed by the receiving party, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure and discloses only so much of the Confidential Information as is required.
The Publisher undertakes, also in the name and on behalf of its staff and/or its collaborators, to treat as confidential the information provided by ICDM during the execution of the Contract; the Publisher also undertakes not to communicate to third parties, by any means, the existence of the contractual relationship established with ICDM unless the latter has issued a specific written authorization. If the disclosure to third parties of such information is attributable to the Publisher, directly or indirectly through its staff and/or collaborators, it will be required to indemnify ICDM for any damage related to the breach of the confidentiality obligation.
The confidentiality obligation will continue to have value and effectiveness for the entire duration of the Contract and all the years following its conclusion. The Publisher agrees to pay all taxes or charges levied by any government entity under the legislation applicable to it in connection with its participation in the Service.

ART 9 - DURATION AND TERMINATION
The duration of the service is indefinite. The Publisher may stop using the Service at any time by sending an e-mail to [email protected] ICDM may, at its sole discretion, stop providing the Service with immediate effect by notifying the Publisher via e-mail.

ART 10 - LIMITATIONS OF LIABILITY
The Service is offered "AS IS and "AS AVAILABLE" and therefore ICDM assumes no responsibility for its use and availability. ICDM does not offer any guarantee regarding the accuracy, truthfulness, and completeness of third-party advertisements and has no control over them. Furthermore, ICDM does not offer any guarantee regarding (i) the identity, legal capacity, the seriousness of intent or other characteristics of third party advertisers, (ii) the quality, lawfulness, and safety of the products and/or services covered by the advertisements, (iii) the truthfulness and accuracy of the descriptions provided. You agree that ICDM does not offer any guarantee regarding the results obtained by the Publisher through the Service and in particular regarding the level of impressions or clicks generated by advertisements. ICDM undertakes to make every reasonable effort to guarantee the service but can never be held responsible for direct, indirect, or consequential damages and/or anomalies that may occur in the provision of the service and that are beyond its technical control. You agree that your sole and exclusive remedy for any problems or dissatisfaction with the Service is to stop using the ICDM’s service. You agree that ICDM has no obligation or liability arising from or related to third-party applications or the content thereof made available through or in connection with the Service, and while your relationship with such third-party applications may be governed by separate agreements with such third parties, your sole, and exclusive remedy, as with respect to ICDM, for any problems or dissatisfaction with any third-party services or the content thereof, is to uninstall or stop using such third-party services. In no event shall either party be liable for any indirect, consequential, incidental, special, punitive, or other damages (including, without limitation, damages for loss of business profits, business interruption, goodwill, or other pecuniary loss) arising out of this contract or be subject to equitable remedies or injunctive relief.

ART 11 - LIABILITY
It is understood that advertising messages will be published in compliance with current legislation.
ICDM cannot be held responsible for advertising material (including but not limited to images, texts, and sounds) published in the advertising spaces made available by the Publisher.
Publisher undertakes its full responsibility for the performance of the activities and services covered by the Agreement.

ART 12 - ADVERTISING
By signing this contract, the Publisher approves ICDM's use of its name and logo in presentations, marketing materials, customer lists, financial reports, customer website lists, and search results pages.

ART 13 - COMMUNICATIONS BETWEEN THE PARTIES
Unless otherwise indicated, the Parties agree that any communications between them may also be sent by e-mail. Email communications addressed to ICDM must be sent to the addresses published on the ICDM website. The e-mail communication will be considered delivered on the day it was sent if the person who sent it does not receive a notification of non-delivery.

ART 14 - INTELLECTUAL PROPERTY
Unless otherwise stated, ICDM owns the intellectual property rights for all material related to the Service. All intellectual property rights are reserved. You must not: Republish material from ICDM; Sell, rent, or sub-license material from ICDM; Reproduce, duplicate or copy material from ICDM; Redistribute content from ICDM; Translate, decompile, reverse engineer, disassemble ICDM's service; Attempt to extract the source code, or create or attempt to create a replacement or similar service or product by using or accessing the service or proprietary information related thereto. The Publisher undertakes to not remove, hide or alter any copyright notices, trademarks, or other proprietary rights notices of ICDM.

ART 15 - PRIVACY
Please read Privacy Policy

ART 15 - DOMICILE OF THE PARTIES
The legal domicile of the Parties, unless otherwise notified in writing, is intended to be established at their respective registered offices. Any changes to the data of each party will not be opposable to the other if they have not been communicated in writing to the domicile of the other party.

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ART 17 - Applicable Law and Jurisdiction
This Agreement has been written in compliance and must be interpreted in accordance with Italian law. The Judicial Court of Sassari will preside over any dispute regarding this Agreement, including any disputes concerning its validity. This document constitutes the complete agreement between the Parties. The Parties acknowledge and agree to the terms and conditions contained in this Agreement.

ART 18 - FINAL CLAUSES
The Parties mutually acknowledge that they are autonomous and independent legal entities. The Parties undertake to carry out their business according to Art. 2222 of the Italian Civil Code, therefore, no employment or mandate relationship, company, representation, collaboration or association, or other similar or equivalent contracts may arise from this Agreement. No changes, footnotes, or clauses added to this Agreement will be valid unless specifically approved in writing by the Parties.
Nessuna modifica, postilla o clausola comunque aggiunta al presente Contratto sarà valida se non specificatamente approvata per iscritto dalle Parti.
Any breaches and/or conduct of the Publisher differing from the provisions of this Agreement can not be considered as exceptions to the same and/or tacitly agreed, even if not contested by ICDM.
The inaction of ICDM in exercising or enforcing any right or clause of the Contract does not constitute a waiver of such rights or clauses. Any ineffectiveness and/or invalidity, total or partial, of one or more clauses of this Agreement, will not result in the invalidity of the other clauses; in this case, the Parties will agree on a replacement clause as similar in content as possible and which best expresses the purposes of the invalid clause.
Although not expressly provided for in this Agreement, the contractual relationship between ICDM and the Publisher will be governed by the Civil Code, by the laws, by the regulations of the state in force at the time of the conclusion of the Agreement, and by any provisions of a technical nature.

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